AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG REPLIGEN CORPORATION, TOP HAT, INC., SWING TIME, LLC, SPECTRUM, INC., AND ROY T. EDDLEMAN, AS SECURITYHOLDER REPRESENTATIVE Dated as of JUNE 22, 2017Escrow Agreement • June 23rd, 2017 • Repligen Corp • Biological products, (no disgnostic substances) • New York
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of June 22, 2017, by and among Repligen Corporation, a Delaware corporation (“Parent”), Top Hat, Inc., a California corporation and a wholly owned Subsidiary of Parent (“First Merger Sub”), Swing Time, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Second Merger Sub” and together with First Merger Sub, the “Merger Subs”), Spectrum , Inc., a California corporation (the “Company”), and Roy T. Eddleman, an individual, solely in his capacity as the representative of the Company Securityholders (the “Securityholder Representative”).
STOCKHOLDER AGREEMENTStockholder Agreement • June 23rd, 2017 • Repligen Corp • Biological products, (no disgnostic substances) • New York
THIS STOCKHOLDER AGREEMENT is dated as of June 22, 2017 (this “Agreement”), by and between Repligen Corporation, a Delaware corporation (“Parent”), and Roy T. Eddleman (the “Holder”). All capitalized terms not otherwise defined in this Agreement shall have the meanings assigned thereto in the Merger Agreement (as defined below).
